Common use of Deficiency Payments Clause in Contracts

Deficiency Payments. (a) As soon as practicable following the end of each calendar month under this Agreement, the Logistics Entity shall deliver to the Refining Entity a written notice (the “Deficiency Notice”) detailing any failure of the Refining Entity to meet its obligations under Section 2(a), Section 2(b)(i), Section 2(b)(ii), Section 2(c), Section 2(d), Section 2(i), Section 2(k), Section 2(l) or Section 8(c) of this Agreement. The Deficiency Notice shall (i) specify in reasonable detail the nature of any deficiency and (ii) specify the approximate dollar amount that the Logistics Entity believes would have been paid by the Refining Entity to the Logistics Entity if the Refining Entity had complied with its obligations under Section 2(a), Section 2(b)(i), Section 2(b)(ii), Section 2(c), Section 2(d), Section 2(h), Section 2(i), Section 2(k), Section 2(l) and Section 8(c) of this Agreement (the “Deficiency Payment”). The Refining Entity shall pay the Deficiency Payment to the Logistics Entity upon the later of: (i) ten (10) days after its receipt of the Deficiency Notice and (ii) thirty (30) days following the end of the calendar month during which the Deficiency Notice was delivered. (b) If the Refining Entity disagrees with the Deficiency Notice, then, following the payment of the undisputed portion of the Deficiency Payment to the Logistics Entity, a senior officer of the Refining Entity and a senior officer of the Logistics Entity shall meet or communicate by telephone at a mutually acceptable time and place, and thereafter as often as they reasonably deem necessary and shall negotiate in good faith to attempt to resolve any differences that they may have with respect to matters specified in the Deficiency Notice. If such differences are not resolved within thirty (30) days following the payment of any Deficiency Payment, the Refining Entity and the Logistics Entity shall, within forty-five (45) days following the payment of such Deficiency Payment, submit any and all matters which remain in dispute and which were properly included in the Deficiency Notice to arbitration in accordance with Section 13. During the 60-day period following the receipt of the Deficiency Notice, the Refining Entity shall have the right to inspect and audit the working papers of the Logistics Entity relating to such Deficiency Payment. (c) If it is determined by arbitration in accordance with Section 13 that the Refining Entity was required to make any or all of the disputed portion of the Deficiency Payment, the Refining Entity shall promptly pay to the Logistics Entity such amount, together with interest thereon from the dated provided in the last sentence of Section 7(a) at the Prime Rate, in immediately available funds.

Deficiency Payments. (a) As soon as practicable following the end of each calendar month under this Agreement, the Logistics Entity Partnership shall deliver to the Refining Entity Company a written notice (the “Deficiency Notice”) detailing any failure of the Refining Entity Company to meet its obligations under Section 2(a)4.1, Section 2(b)(i)4.2, Section 2(b)(ii)4.3, Section 2(c)4.4, Section 2(d), Section 2(i), Section 2(k), Section 2(l) 6.3 or Section 8(c) Article 8 of this Agreement. The Deficiency Notice shall (i) specify in reasonable detail the nature of any deficiency and (ii) specify the approximate dollar amount that the Logistics Entity Partnership believes would have been paid by the Refining Entity to the Logistics Entity Partnership if the Refining Entity Company had complied with its obligations under Section 2(a)4.1, Section 2(b)(i)4.2, Section 2(b)(ii)4.3, Section 2(c)4.4, Section 2(d), Section 2(h), Section 2(i), Section 2(k), Section 2(l) 6.3 and Section 8(c) Article 8 of this Agreement (the “Deficiency Payment”). The Refining Entity Company shall pay the Deficiency Payment to the Logistics Entity Partnership upon the later of: (iA) ten (10) days after its receipt of the Deficiency Notice and (iiB) thirty (30) days following the end of the calendar month during which the Deficiency Notice was delivered. (b) If the Refining Entity Company disagrees with the Deficiency Notice, then, following the payment of the undisputed portion of the Deficiency Payment to the Logistics EntityPartnership, a senior officer of the Refining Entity Company and a senior officer of the Logistics Entity Partnership shall meet or communicate by telephone at a mutually acceptable time and placetime, and thereafter as often as they reasonably deem necessary and shall negotiate in good faith to attempt to resolve any differences that they may have with respect to matters specified in the Deficiency Notice. If such differences are not resolved within thirty (30) days following the payment of any Deficiency Payment, the Refining Entity Company and the Logistics Entity Partnership shall, within forty-five (45) days following the payment of such Deficiency Payment, submit any and all matters which remain in dispute and which were properly included in the Deficiency Notice to arbitration in accordance with Section 13Article 26. During the 60-day period following the receipt of the any Deficiency Notice, the Refining Entity Company shall have the right to inspect and audit the working papers of the Logistics Entity Partnership relating to such Deficiency Payment. (c) If it is determined by arbitration in accordance with Section 13 Article 26 that the Refining Entity was required to make any or all of the disputed portion of the Deficiency PaymentPayment was required to be paid, the Refining Entity Company shall promptly pay to the Logistics Entity Partnership such amount, together with interest thereon from the dated date provided in the last sentence of Section 7(a4.6(a) at the Prime Rate, in immediately available funds.

Deficiency Payments. (a) As soon as practicable following the end of each calendar month under this Agreement, the Logistics Entity shall deliver to the Refining Entity a written notice (the “Deficiency Notice”) detailing any failure of the Refining Entity to meet its obligations under Section 2(a), Section 2(b)(i2(c)(i), Section 2(b)(ii2(c)(iii), Section 2(c2(d)(i), Section 2(d2(d)(iii), Section 2(i2(e), Section 2(f), Section 2(h), Section 2(j), Section 2(k), Section 2(l) or Section 8(c) of this Agreement. The Deficiency Notice shall (i) specify in reasonable detail the nature of any deficiency and (ii) specify the approximate dollar amount that the Logistics Entity believes would have been paid by the Refining Entity to the Logistics Entity if the Refining Entity had complied with its obligations under Section 2(a), Section 2(b)(i2(c)(i), Section 2(b)(ii2(c)(iii), Section 2(c2(d)(i), Section 2(d2(d)(iii), Section 2(e), Section 2(f), Section 2(h), Section 2(i2(j), Section 2(k), Section 2(l) and Section 8(c) of this Agreement (the “Deficiency Payment”). The Refining Entity shall pay the Deficiency Payment to the Logistics Entity upon the later of: (i) ten (10) 10 days after its receipt of the Deficiency Notice and (ii) thirty (30) days following the end of the calendar month during which the Deficiency Notice was deliveredNotice. (b) If the Refining Entity disagrees with the Deficiency Notice, then, promptly following the payment of the any undisputed portion of the Deficiency Payment to the Logistics EntityLogistics, a senior officer of the Refining Entity and a senior officer of the Logistics Entity shall meet or communicate by telephone at a mutually acceptable time and place, and thereafter as often as they reasonably deem necessary necessary, and shall negotiate in good faith to attempt to resolve any differences that they may have with respect to matters specified in the Deficiency Notice. If such differences are not resolved within thirty (30) 30 days following the payment of any Deficiency Payment, the Refining Entity and the Logistics Entity shall, within forty-five (45) 45 days following the payment of such Deficiency Payment, submit any and all matters which remain in dispute and which were properly included in the Deficiency Notice to arbitration in accordance with Section 13. During the 60-day period following the receipt of the Deficiency Notice, the Refining Entity HOU02:1274125 - 19 - shall have the right right, in accordance with Section 13(k), to inspect and audit the working papers of the Logistics Entity relating to such Deficiency Payment. (c) If it is determined by arbitration in accordance with Section 13 that the Refining Entity was required to make any or all of the disputed portion of the Deficiency Payment, the Refining Entity shall promptly pay to the Logistics Entity such amount, together with interest thereon from the dated date provided in the last sentence of Section 7(a) at the Prime Rate, in immediately available funds.

Deficiency Payments. (a) As soon as practicable following the end of each calendar month under this Agreement, the Logistics Entity Delek Big Xxxxx shall deliver to the Delek Refining Entity a written notice (the “Deficiency Notice”) detailing any failure of the Refining Entity Company to meet its obligations under Section 2(a3(a), Section 2(b)(i3(b), Section 2(b)(ii3(c), Section 2(c3(d), Section 2(d)4, Section 2(i)5, Section 2(k)6, Section 2(l) 8 or Section 8(c25(c) of this Agreement. The Deficiency Notice shall (i) specify in reasonable detail the nature of any deficiency and (ii) specify the approximate dollar amount that the Logistics Entity Delek-Big Xxxxx believes would have been paid by the Delek Refining Entity to the Logistics Entity Delek Big-Xxxxx if the Delek Refining Entity had complied with its obligations under Section 2(a3(a), Section 2(b)(i3(b), Section 2(b)(ii3(c), Section 2(c3(d), Section 2(d)4, Section 2(h)5, Section 2(i)6, Section 2(k), Section 2(l) 8 and Section 8(c25(c) of this Agreement (the “Deficiency Payment”). The Delek Refining Entity shall pay the Deficiency Payment to the Logistics Entity Delek-Big Xxxxx upon the later of: (iA) ten (10) days after its receipt of the Deficiency Notice and (iiB) thirty (30) days following the end of the calendar month during which the Deficiency Notice was delivered. (b) If the Delek Refining Entity disagrees with the Deficiency Notice, then, following the payment of the undisputed portion of the Deficiency Payment to the Logistics EntityDelek-Big Xxxxx, a senior officer of the Refining Entity Delek Refing and a senior officer of the Logistics Entity Delek-Big Xxxxx shall meet or communicate by telephone at a mutually acceptable time and place, and thereafter as often as they reasonably deem necessary and shall negotiate in good faith to attempt to resolve any differences that they may have with respect to matters specified in the Deficiency Notice. If such differences are not resolved within thirty (30) days following the payment of any Deficiency Payment, the Delek Refining Entity and the Logistics Entity Delek-Big Xxxxx shall, within forty-five (45) days following the payment of such Deficiency Payment, submit any and all matters which remain in dispute and which were properly included in the Deficiency Notice to arbitration in accordance with Section 1329(d). During the 60-day period following the receipt of the any Deficiency Notice, the Delek Refining Entity shall have the right to inspect and audit the working papers of the Logistics Entity Delek-Big Xxxxx relating to such Deficiency Payment. (c) If it is determined by arbitration in accordance with Section 13 29(d) that the Delek Refining Entity was required to make any or all of the disputed portion of the Deficiency Payment, the Delek Refining Entity shall promptly pay to the Logistics Entity Delek-Big Xxxxx such amount, together with interest thereon from the dated date provided in the last sentence of Section 7(a9(a) at the Prime Rate, in immediately available funds.

Deficiency Payments. (a) As soon as practicable following the end of each calendar month under this Agreement, the Logistics Entity Operator shall deliver to the Refining Entity Company a written notice (the “Deficiency Notice”) detailing any failure of the Refining Entity Company to meet its obligations under Section 2(a)3.1, Section 2(b)(i)3.2, Section 2(b)(ii)3.3, Section 2(c)3.5, Section 2(d)3.6, Section 2(i)3.7, Section 2(k)3.8, Section 2(l) 5.3 or Section 8(c) Article 7 of this Agreement. The Deficiency Notice shall (i) specify in reasonable detail the nature of any deficiency and (ii) specify the approximate dollar amount that the Logistics Entity Operator believes would have been paid by the Refining Entity Company to the Logistics Entity Operator if the Refining Entity Company had complied with its obligations under Section 2(a)3.1, Section 2(b)(i)3.2, Section 2(b)(ii)3.3, Section 2(c)3.5, Section 2(d)3.6, Section 2(h)3.7, Section 2(i)3.8, Section 2(k), Section 2(l) 5.3 and Section 8(c) of Article 7of this Agreement (the “Deficiency Payment”). The Refining Entity Company shall pay the Deficiency Payment to the Logistics Entity Operator upon the later of: (iA) ten (10) days after its receipt of the Deficiency Notice and (iiB) thirty (30) days following the end of the calendar month during which the Deficiency Notice was delivered. (b) If the Refining Entity Company disagrees with the Deficiency Notice, then, following the payment of the undisputed portion of the Deficiency Payment to the Logistics EntityOperator, a senior officer of the Refining Entity Company and a senior officer of the Logistics Entity Operator shall meet or communicate by telephone at a mutually acceptable time and placetime, and thereafter as often as they reasonably deem necessary and shall negotiate in good faith to attempt to resolve any differences that they may have with respect to matters specified in the Deficiency Notice. If such differences are not resolved within thirty (30) days following the payment of any Deficiency Payment, the Refining Entity Company and the Logistics Entity Operator shall, within forty-five (45) days following the payment of such Deficiency Payment, submit any and all matters which remain in dispute and which were properly included in the Deficiency Notice to arbitration in accordance with Section 13Article 26. During the 60-day period following the receipt of the any Deficiency Notice, the Refining Entity Company-shall have the right to inspect and audit the working papers of the Logistics Entity Operator relating to such Deficiency Payment. (c) If it is determined by arbitration in accordance with Section 13 Article 26 that the Refining Entity was required to make any or all of the disputed portion of the Deficiency PaymentPayment was required to be paid, the Refining Entity Company shall promptly pay to the Logistics Entity Operator such amount, together with interest thereon from the dated date provided in the last sentence of Section 7(a3.9(a) at the Prime Rate, in immediately available funds.

Deficiency Payments. (a) As soon as practicable following the end of each calendar month Contract Quarter under this Agreement, the Logistics Entity Partnership Entities shall deliver to the Refining Entity Hxxxx Entities a written notice (the “Deficiency Notice”) detailing any failure of the Refining Entity Hxxxx Entities to meet its their obligations under Section 2(a), Section 2(b)(i), Section 2(b)(ii2(a)(i), Section 2(c), Section 2(d), Section 2(i), Section 2(k), Section 2(l) or Section 8(c2(d) of this Agreement, provided that the Hxxxx Entities’ obligations pursuant to the Minimum Trunk Pipeline Revenue Commitment, Minimum Gathering Pipeline Revenue Commitment, Minimum Wxxxx Cross Pipeline Revenue Commitment and the Minimum Roswell Pipeline Revenue Commitment shall, in each case, be assessed on a quarterly basis for the purposes of this Section 9. The Deficiency Notice shall (i) specify in reasonable detail the nature of any deficiency and (ii) specify the approximate dollar amount that the Logistics Entity believes Partnership Entities believe would have been paid by the Refining Entity Hxxxx Entities to the Logistics Entity Partnership Entities if the Refining Entity Hxxxx Entities had complied with its their respective obligations under pursuant to Section 2(a), Section 2(b)(i), Section 2(b)(ii2(a)(i), Section 2(c), ) or Section 2(d), Section 2(h), Section 2(i), Section 2(k), Section 2(l) and Section 8(c) of this Agreement Agreement, as applicable (the “Deficiency Payment”). The Refining Entity Hxxxx Entities shall pay the Deficiency Payment to the Logistics Entity Partnership Entities upon the later of: (iA) ten (10) days after its their receipt of the Deficiency Notice and (iiB) thirty (30) days following the end of the calendar month during which the Deficiency Notice was deliveredrelated Contract Quarter. (b) If the Refining Entity disagrees Hxxxx Entities disagree with the Deficiency Notice, then, following the payment of the undisputed portion of the Deficiency Payment to the Logistics EntityPartnership Entities, a senior officer of Hxxxx (on behalf of the Refining Entity Hxxxx Entities) and a senior officer of Hxxxx GP (on behalf of the Logistics Entity Partnership Entities) shall meet or communicate by telephone at a mutually acceptable time and place, and thereafter as often as they reasonably deem necessary and shall negotiate in good faith to attempt to resolve any differences that they may have with respect to matters specified in the Deficiency Notice. During the 30-day period following the payment of the Deficiency Payment, the Hxxxx Entities shall have access to the working papers of the Partnership Entities relating to the Deficiency Notice. If such differences are not resolved within thirty (30) days following the payment of any the Deficiency Payment, the Refining Entity Hxxxx Entities and the Logistics Entity Partnership Entities shall, within forty-five (45) days following the payment of such the Deficiency Payment, submit any and all matters which remain in dispute and which were properly included in the Deficiency Notice to arbitration in accordance with Section 13. During the 60-day period following the receipt of the Deficiency Notice, the Refining Entity shall have the right to inspect and audit the working papers of the Logistics Entity relating to such Deficiency Payment11(e). (c) If it is finally determined by arbitration in accordance with pursuant to this Section 13 9 that the Refining Entity was Hxxxx Entities are not required to make any or all of the disputed portion of Deficiency Payment (the Deficiency Payment“Refund”), the Refining Entity Partnership Entities shall promptly pay to the Logistics Entity such amountHxxxx Entities the Refund, together with interest thereon from the dated provided in the last sentence of Section 7(a) at the Prime Rate, in immediately available funds. (d) The Parties acknowledge and agree that there shall be no carry-over of deficiency volumes with respect to the Minimum Pipeline Revenue Commitment. (e) The Parties acknowledge and agree that the Minimum Pipeline Revenue Commitment shall not be aggregated for purposes of determining any deficiency pursuant to this Section 9. (f) No Party shall have a right to setoff revenue in excess of the minimum revenue commitment of the Minimum Trunk Pipeline Revenue Commitment, the Minimum Gathering Pipeline Revenue Commitment, the Minimum Wxxxx Cross Pipeline Revenue Commitment or the Minimum Roswell Pipeline Revenue Commitment with respect to any deficiency under the Minimum Trunk Pipeline Revenue Commitment, the Minimum Gathering Pipeline Revenue Commitment, the Minimum Wxxxx Cross Pipeline Revenue Commitment or the Minimum Roswell Pipeline Revenue Commitment.

Deficiency Payments. (a) As soon as practicable following the end of each calendar month under this Agreement, the Logistics Entity shall deliver to the Refining Entity DKTS a written notice (the “Deficiency Notice”) detailing any failure of the Refining Entity DKTS to meet its obligations under Section 2(a), Section 2(b)(i2(c)(i), Section 2(b)(ii2(c)(iii), Section 2(c2(d)(i), Section 2(d2(d)(iii), Section 2(i2(e), Section 2(f), Section 2(h), Section 2(j), Section 2(k), Section 2(l) or Section 8(c) of this Agreement. The Deficiency Notice shall (i) specify in reasonable detail the nature of any deficiency and (ii) specify the approximate dollar amount that the Logistics Entity believes would have been paid by the Refining Entity DKTS to the Logistics Entity if the Refining Entity DKTS had complied with its obligations under Section 2(a), Section 2(b)(i2(c)(i), Section 2(b)(ii2(c)(iii), Section 2(c2(d)(i), Section 2(d2(d)(iii), Section 2(e), Section 2(f), Section 2(h), Section 2(i2(j), Section 2(k), Section 2(l) and Section 8(c) of this Agreement (the “Deficiency Payment”). The Refining Entity DKTS shall pay the Deficiency Payment to the Logistics Entity upon the later of: (i) ten (10) 10 days after its receipt of the Deficiency Notice and (ii) thirty (30) days following the end of the calendar month during which the Deficiency Notice was deliveredNotice. (b) If the Refining Entity DKTS disagrees with the Deficiency Notice, then, promptly following the payment of the any undisputed portion of the Deficiency Payment to the Logistics EntityLogistics, a senior officer of the Refining Entity DKTS and a senior officer of the Logistics Entity shall meet or communicate by telephone at a mutually acceptable time and place, and thereafter as often as they reasonably deem necessary necessary, and shall negotiate in good faith to attempt to resolve any differences that they may have with respect to matters specified in the Deficiency Notice. If such differences are not resolved within thirty (30) 30 days following the payment of any Deficiency Payment, the Refining Entity DKTS and the Logistics Entity shall, within forty-five (45) 45 days following the payment of such Deficiency Payment, submit any and all matters which remain in dispute and which were properly included in the Deficiency Notice to arbitration in accordance with Section 13. During the 60-day period following the receipt of the Deficiency Notice, the Refining Entity DKTS shall have the right right, in accordance with Section 13(k), to inspect and audit the working papers of the Logistics Entity relating to such Deficiency Payment. (c) If it is determined by arbitration in accordance with Section 13 that the Refining Entity DKTS was required to make any or all of the disputed portion of the Deficiency Payment, the Refining Entity DKTS shall promptly pay to the Logistics Entity such amount, together with interest thereon from the dated date provided in the last sentence of Section 7(a) at the Prime Rate, in immediately available funds.

Deficiency Payments. (a) As soon as practicable following the end of each calendar month under this Agreement, the Logistics Entity Delek Big Xxxxx shall deliver to the Refining Entity DKTS a written notice (the “Deficiency Notice”) detailing any failure of the Refining Entity Company to meet its obligations under Section 2(a3(a)(i), Section 2(b)(i3(aXii), Section 2(b)(ii3(b)(i), Section 2(c3(b)(ii), Section 2(d3(c)(i), Section 2(i)4, Section 2(k)5, Section 2(l) 6, Section 8 or Section 8(c25(c) of this Agreement. The Deficiency Notice shall (i) specify in reasonable detail the nature of any deficiency and (ii) specify the approximate dollar amount that the Logistics Entity Delek-Big Xxxxx believes would have been paid by the Refining Entity DKTS to the Logistics Entity Delek Big-Xxxxx if the Refining Entity DKTS had complied with its obligations under Section 2(a3(a)(i), Section 2(b)(i3(a)(ii), Section 2(b)(ii3(bXi), Section 2(c3(b)(ii), Section 2(d3(cXi), Section 2(h)4, Section 2(i)5, Section 2(k)6, Section 2(l) 8 and Section 8(c25 (c) of this Agreement (the “Deficiency Payment”). The Refining Entity DKTS shall pay the Deficiency Payment to the Logistics Entity Delek-Big Xxxxx upon the later of: (iA) ten (10) days after its receipt of the Deficiency Notice and (iiB) thirty (30) days following the end of the calendar month during which the Deficiency Notice was delivered. (b) If the Refining Entity DKTS disagrees with the Deficiency Notice, then, following the payment of the undisputed portion of the Deficiency Payment to the Logistics EntityDelek-Big Xxxxx, a senior officer of the Refining Entity DKTS and a senior officer of the Logistics Entity Delek-Big Xxxxx shall meet or communicate by telephone at a mutually acceptable time and place, and thereafter as often as they reasonably deem necessary and shall negotiate in good faith to attempt to resolve any differences that they may have with respect to matters specified in the Deficiency Notice. If such differences are not resolved within thirty (30) days following the payment of any Deficiency Payment, the Refining Entity DKTS and the Logistics Entity Delek-Big Xxxxx shall, within forty-five (45) days following the payment of such Deficiency Payment, submit any and all matters which remain in dispute and which were properly included in the Deficiency Notice to arbitration in accordance with Section 1330(d). During the 60-day period following the receipt of the any Deficiency Notice, the Refining Entity DKTS shall have the right to inspect and audit the working papers of the Logistics Entity Delek-Big Xxxxx relating to such Deficiency Payment. (c) If it is determined by arbitration in accordance with Section 13 30(d) that the Refining Entity DKTS was required to make any or all of the disputed portion of the Deficiency Payment, the Refining Entity DKTS shall promptly pay to the Logistics Entity Delek-Big Xxxxx such amount, together with interest thereon from the dated date provided in the last sentence of Section 7(a9(a) at the Prime Rate, in immediately available funds.

Deficiency Payments. (a) As soon as practicable following the end of each calendar month under this Agreement, the Logistics Entity shall deliver Delek Big Sandy shxxx xeliver to the Delek Refining Entity a written notice (the “Deficiency Notice”) detailing any failure of the Refining Entity Company to meet its obligations under Section 2(a3(a)(i), Section 2(b)(i3(a)(ii), Section 2(b)(ii3(b)(i), Section 2(c3(b)(ii), Section 2(d3(c)(i), Section 2(i)4, Section 2(k)5, Section 2(l) 6, Section 8 or Section 8(c25(c) of this Agreement. The Deficiency Notice shall (i) specify in reasonable detail the nature of any deficiency and (ii) specify the approximate dollar amount that the Logistics Entity believes Delek-Big Sandy bexxxxxs would have been paid by the Delek Refining Entity to the Logistics Entity Delek Big-Sandy if the Xxxxk Refining Entity had complied with its obligations under Section 2(a3(a)(i), Section 2(b)(i3(a)(ii), Section 2(b)(ii3(b)(i), Section 2(c3(b)(ii), Section 2(d3(c)(i), Section 2(h)4, Section 2(i)5, Section 2(k)6, Section 2(l) 8 and Section 8(c25(c) of this Agreement (the “Deficiency Payment”). The Delek Refining Entity shall pay the Deficiency Payment to the Logistics Entity upon the Delek-Big Sandy upxx xxe later of: (iA) ten (10) days after its receipt of the Deficiency Notice and (iiB) thirty (30) days following the end of the calendar month during which the Deficiency Notice was delivered. (b) If the Delek Refining Entity disagrees with the Deficiency Notice, then, following the payment of the undisputed portion of the Deficiency Payment to the Logistics EntityDelek-Big Sandy, a senior xxxxor officer of the Delek Refining Entity and a senior officer of the Logistics Entity shall Delek-Big Sandy shxxx meet or communicate by telephone at a mutually acceptable time and place, and thereafter as often as they reasonably deem necessary and shall negotiate in good faith to attempt to resolve any differences that they may have with respect to matters specified in the Deficiency Notice. If such differences are not resolved within thirty (30) days following the payment of any Deficiency Payment, the Delek Refining Entity and the Logistics Entity shallDelek-Big Sandy shxxx, within forty-five (45) days following the payment of such Deficiency Payment, submit any and all matters which remain in dispute and which were properly included in the Deficiency Notice to arbitration in accordance with Section 1330(d). During the 60-day period following the receipt of the any Deficiency Notice, the Delek Refining Entity shall have the right to inspect and audit the working papers of the Logistics Entity relating Delek-Big Sandy rexxxxxg to such Deficiency Payment. (c) If it is determined by arbitration in accordance with Section 13 30(d) that the Delek Refining Entity was required to make any or all of the disputed portion of the Deficiency Payment, the Delek Refining Entity shall promptly pay to the Logistics Entity such amountDelek-Big Sandy suxx xxount, together with interest thereon from the dated date provided in the last sentence of Section 7(a9(a) at the Prime Rate, in immediately available funds.

Deficiency Payments. (a) As soon as practicable following the end of each calendar month under this Agreement, the Logistics Entity shall deliver Delek Big Sandy shxxx xeliver to the Delek Refining Entity a written notice (the “Deficiency Notice”) detailing any failure of the Refining Entity Company to meet its obligations under Section 2(a3(a)(i), Section 2(b)(i3(a)(ii), Section 2(b)(ii3(b)(i), Section 2(c3(b)(ii), Section 2(d3(c)(i), Section 2(i)4, Section 2(k)5, Section 2(l) 6, Section 8 or Section 8(c25(c) of this Agreement. The Deficiency Notice shall (i) specify in reasonable detail the nature of any deficiency and (ii) specify the approximate dollar amount that the Logistics Entity believes Delek-Big Sandy bexxxxxs would have been paid by the Delek Refining Entity to the Logistics Entity Delek Big-Sandy if the Xxxxk Refining Entity had complied with its obligations under Section 2(a3(a)(i), Section 2(b)(i3(a)(ii), Section 2(b)(ii3(b)(i), Section 2(c3(b)(ii), Section 2(d3(c)(i), Section 2(h)4, Section 2(i)5, Section 2(k)6, Section 2(l) 8 and Section 8(c25(c) of this Agreement (the “Deficiency Payment”). The Delek Refining Entity shall pay the Deficiency Payment to the Logistics Entity upon the Delek-Big Sandy upxx xxe later of: (iА) ten (10) days after its receipt of the Deficiency Notice and (iiВ) thirty (30) days following the end of the calendar month during which the Deficiency Notice was delivered. (b) If the Delek Refining Entity disagrees with the Deficiency Notice, then, following the payment of the undisputed portion of the Deficiency Payment to the Logistics EntityDelek-Big Sandy, a senior xxxxor officer of the Delek Refining Entity and a senior officer of the Logistics Entity shall Delek-Big Sandy shxxx meet or communicate by telephone at a mutually acceptable time and place, and thereafter as often as they reasonably deem necessary and shall negotiate in good faith to attempt to resolve any differences that they may have with respect to matters specified in the Deficiency Notice. If such differences are not resolved within thirty (30) days following the payment of any Deficiency Payment, the Delek Refining Entity and the Logistics Entity shallDelek-Big Sandy shxxx, within forty-five (45) days following the payment of such Deficiency Payment, submit any and all matters which remain in dispute and which were properly included in the Deficiency Notice to arbitration in accordance with Section 1330(d). During the 60-day period following the receipt of the any Deficiency Notice, the Delek Refining Entity shall have the right to inspect and audit the working papers of the Logistics Entity relating Delek-Big Sandy rexxxxxg to such Deficiency Payment. (c) If it is determined by arbitration in accordance with Section 13 30(d) that the Delek Refining Entity was required to make any or all of the disputed portion of the Deficiency Payment, the Delek Refining Entity shall promptly pay to the Logistics Entity such amountDelek-Big Sandy suxx xxount, together with interest thereon from the dated date provided in the last sentence of Section 7(a9(a) at the Prime Rate, in immediately available funds.

Deficiency Payments. (a) As soon as practicable following the end of each calendar month under this Agreement, the Logistics Entity shall deliver to the Refining Entity DKTS a written notice (the “Deficiency Notice”) detailing any failure of the Refining Entity DKTS to meet its obligations under Section 2(a), Section 2(b)(i2(b) (i), Section 2(b)(ii), Section 2(c), Section 2(d), Section 2(i), Section 2(k), Section 2(l) or Section 8(c) of this Agreement. The Deficiency Notice shall (i) specify in reasonable detail the nature of any deficiency and (ii) specify the approximate dollar amount that the Logistics Entity believes would have been paid by the Refining Entity DKTS to the Logistics Entity if the Refining Entity DKTS had complied with its obligations under Section 2(a), Section 2(b)(i2 (b)(i), Section 2(b)(ii), Section 2(c), Section 2(d), Section 2(h), Section 2(i), Section 2(k), Section 2(l) and Section 8(c) of this Agreement (the “Deficiency Payment”). The Refining Entity DKTS shall pay the Deficiency Payment to the Logistics Entity upon the later of: (i) ten (10) days after its receipt of the Deficiency Notice and (ii) thirty (30) days following the end of the calendar month during which the Deficiency Notice was delivered. (b) If the Refining Entity DKTS disagrees with the Deficiency Notice, then, following the payment of the undisputed portion of the Deficiency Payment to the Logistics Entity, a senior officer of the Refining Entity DKTS and a senior officer of the Logistics Entity shall meet or communicate by telephone at a mutually acceptable time and place, and thereafter as often as they reasonably deem necessary and shall negotiate in good faith to attempt to resolve any differences that they may have with respect to matters specified in the Deficiency Notice. If such differences are not resolved within thirty (30) days following the payment of any Deficiency Payment, the Refining Entity DKTS and the Logistics Entity shall, within forty-five (45) days following the payment of such Deficiency Payment, submit any and all matters which remain in dispute and which were properly included in the Deficiency Notice to arbitration in accordance with Section 13. During the 60-day period following the receipt of the Deficiency Notice, the Refining Entity DKTS shall have the right to inspect and audit the working papers of the Logistics Entity relating to such Deficiency Payment. (c) If it is determined by arbitration in accordance with Section 13 that the Refining Entity DKTS was required to make any or all of the disputed portion of the Deficiency Payment, the Refining Entity DKTS shall promptly pay to the Logistics Entity such amount, together with interest thereon from the dated provided in the last sentence of Section 7(a) at the Prime Rate, in immediately available funds.